Exhibit 4.3


 


Lazy Days’ R.V. Center, Inc.


 


$152,000,000


11 3/4% Senior Notes due 2012


 


PURCHASE AGREEMENT


 


May 12, 2004


 


DEUTSCHE BANK SECURITIES INC.


JEFFERIES & COMPANY, INC.


WELLS FARGO SECURITIES, LLC


c/o Deutsche Bank Securities Inc.

60 Wall Street

New York, New York  10005


 


Ladies and Gentlemen:


 


Lazy Days’ R.V. Center. Inc., a Florida
corporation (the “Company”), hereby confirms its agreement with you (the
“Initial Purchasers”), as set forth below.


 


Section 1.               The Securities.  Subject to the terms and conditions herein
contained, the Company proposes to issue and sell to the Initial Purchasers
$152,000,000 aggregate principal amount of its 11 3/4% Senior Notes due 2012
(the “Notes”).  The Notes are to
be issued under an indenture (the “Indenture”) to be dated as
of May 14, 2004 by and between the Company and The Bank of New York, as
Trustee (the “Trustee”).


 


The Notes are being sold in connection with
the acquisition (the “Acquisition”) to be consummated pursuant to the
Stock Purchase Agreement dated May 14, 2004 (the “Acquisition Agreement”)
by and among the Company, the Company’s parent, LD Holdings, Inc. (“Holdings”),
the Employee Stock Ownership Plan and Trust for the Employees of Lazydays (the
“ESOP”) and certain other stockholders of Holdings and RV Acquisition,
Inc., (“RV Acquisition”), a newly formed holding company owned by an
affiliate of Bruckmann, Rosser, Sherrill & Co., Inc. (“BRS”),
pursuant to which RV Acquisition has agreed to acquire all of Holdings’
outstanding capital stock.


 


The Notes will be offered and sold to the
Initial Purchasers without being registered under the Securities Act of 1933,
as amended (the “Act”), in reliance on exemptions therefrom.


 

















 


In connection with the sale of the Notes, the
Company has prepared a preliminary offering memorandum dated April 27, 2004
(the “Preliminary Memorandum”) and a final offering memorandum dated May
12, 2004 (the “Final Memorandum”; the Preliminary Memorandum and the
Final Memorandum each herein being referred to as a “Memorandum”) setting
forth or including a description of the terms of the Notes, the terms of the
offering of the Notes, a description of the Company and any material
developments relating to the Company occurring after the date of the most
recent historical financial statements included therein.


 


The Initial Purchasers and their direct and
indirect transferees of the Notes will be entitled to the benefits of the
Registration Rights Agreement, substantially in the form attached hereto as Exhibit
A (the “Registration Rights Agreement”), pursuant to which the
Company has agreed, among other things, to file a registration statement (the “Registration
Statement”) with the Securities and Exchange Commission (the “Commission”)
registering the Notes or the Exchange Notes (as defined in the Registration
Rights Agreement) under the Act.


 


Section 2.               Representations and Warranties.  The Company represents and warrants to and
agrees with each of the Initial Purchasers as follows:


 


(a)           Neither
the Preliminary Memorandum as of the date thereof nor the Final Memorandum nor
any amendment or supplement thereto as of the date thereof and at all times
subsequent thereto up to the Closing Date (as defined in Section 3 below)
contained or contains any untrue statement of a material fact or omitted or
omits to state a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading, except
that the representations and warranties set forth in this Section 2(a) do
not apply to statements or omissions made in reliance upon and in conformity
with information relating to either of the Initial Purchasers furnished to the
Company in writing by the Initial Purchasers expressly for use in the
Preliminary Memorandum, the Final Memorandum or any amendment or supplement
thereto.


 


(b)           As
of the Closing Date, the Company will have the authorized, issued and
outstanding capitalization set forth in the Final Memorandum; all of the
outstanding shares of capital stock of the Company have been, and as of the
Closing Date will be, duly authorized and validly issued, are fully paid and
nonassessable and were not issued in violation of any preemptive or similar
rights; except as set forth in the Final Memorandum, all of the outstanding
shares of capital stock of the Company will be free and clear of all liens,
encumbrances, equities and claims or restrictions on transferability (other
than those imposed by the Act and the securities or “Blue Sky” laws of certain
jurisdictions) or voting; except as set forth in the Final Memorandum, there
are no (i) options, warrants or other rights to purchase,
(ii) agreements or other obligations to issue or (iii) other rights
to convert any obligation into, or exchange any securities for, shares of
capital stock of or ownership interests in the Company outstanding.  Except as disclosed in the Final Memorandum,
the Company does not


 


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own, directly or indirectly, any shares of
capital stock or any other equity or long-term debt securities or have any
equity interest in any firm, partnership, joint venture or other entity.


 


(c)           The
Company is duly incorporated, validly existing and in good standing under the
laws of its jurisdiction of incorporation and has all requisite corporate power
and authority to own its properties and conduct its business as now conducted
and as described in the Final Memorandum; the Company is duly qualified to do
business as a foreign corporation in good standing in all other jurisdictions
where the ownership or leasing of its properties or the conduct of its business
requires such qualification, except where the failure to be so qualified would
not, individually or in the aggregate, have a material adverse effect on the
general affairs, management, business, condition (financial or otherwise),
prospects or results of operations of the Company, taken as a whole (any such
event, a “Material Adverse Effect”).


 


(d)           The
Company has all requisite corporate power and authority to execute, deliver and
perform each of its obligations under the Notes, the Exchange Notes and the
Private Exchange Notes (as defined in the Registration Rights Agreement).  The Notes, when issued, will be in the form
contemplated by the Indenture.  The
Notes, the Exchange Notes and the Private Exchange Notes have each been duly
and validly authorized by the Company and, when executed by the Company and
authenticated by the Trustee in accordance with the provisions of the Indenture
and, in the case of the Notes, when delivered to and paid for by the Initial
Purchasers in accordance with the terms of this Agreement, will constitute
valid and legally binding obligations of the Company, entitled to the benefits
of the Indenture, and enforceable against the Company in accordance with their
terms, except that the enforcement thereof may be subject to
(i) bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to creditors’ rights generally, and
(ii) general principles of equity and the discretion of the court before
which any proceeding therefor may be brought.


 


(e)           The
Company has all requisite corporate power and authority to execute, deliver and
perform its obligations under the Indenture. 
The Indenture meets the requirements for qualification under the Trust
Indenture Act of 1939, as amended (the “TIA”).  The Indenture has been duly and validly authorized by the Company
and, when executed and delivered by the Company (assuming the due
authorization, execution and delivery by the Trustee), will constitute a valid
and legally binding agreement of the Company, enforceable against the Company
in accordance with its terms, except that the enforcement thereof may be
subject to (i) bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors’ rights generally
and (ii) general principles of equity and the discretion of the court
before which any proceeding therefor may be brought.


 


(f)            The
Company has all requisite corporate power and authority to execute, deliver and
perform its obligations under the Registration Rights Agreement.  The Registration Rights Agreement has been
duly and validly authorized by the Company and, when executed and delivered by
the Company (assuming the due authorization, execution and delivery


 


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by the Initial Purchasers), will constitute a
valid and legally binding agreement of the Company enforceable against the
Company in accordance with its terms, except that (A) the enforcement
thereof may be subject to (i) bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors’ rights generally, and (ii) general principles of equity and the
discretion of the court before which any proceeding therefor may be brought and
(B) any rights to indemnity or contribution thereunder may be limited by
federal and state securities laws and public policy considerations.


 


(g)           The
Company has all requisite corporate power and authority to execute, deliver and
perform its obligations under this Agreement and to consummate the transactions
contemplated hereby.  This Agreement and
the consummation by the Company of the transactions contemplated hereby have
been duly and validly authorized by the Company.  This Agreement has been duly executed and delivered by the
Company.


 


(h)           No
consent, approval, authorization or order of any court or governmental agency
or body, or third party is required for the issuance and sale by the Company of
the Notes to the Initial Purchasers or the consummation by the Company of the
other transactions contemplated hereby, except such as have been obtained and
such as may be required under state securities or “Blue Sky” laws in connection
with the purchase and resale of the Notes by the Initial Purchasers.  The Company is not (i) in violation of
its certificate of incorporation or bylaws (or similar organizational
document), (ii) in breach or violation of any statute, judgment, decree,
order, rule or regulation applicable to it or any of its properties or assets,
except for any such breach or violation that would not, individually or in the
aggregate, have a Material Adverse Effect, or (iii) in breach of or default
under (nor has any event occurred that, with notice or passage of time or both,
would constitute a default under) or in violation of any of the terms or
provisions of any indenture, mortgage, deed of trust, loan agreement, note,
lease, license, franchise agreement, permit, certificate, contract or other
agreement or instrument to which it is a party or to which it or its properties
or assets is subject (collectively, “Contracts”), except for any such
breach, default, violation or event that would not, individually or in the
aggregate, have a Material Adverse Effect.


 


(i)            The
execution, delivery and performance by the Company of this Agreement, the
Indenture and the Registration Rights Agreement and the consummation by the
Company of the transactions contemplated hereby and thereby (including, without
limitation, the issuance and sale of the Notes to the Initial Purchasers) will
not conflict with or constitute or result in a breach of or a default under (or
an event that with notice or passage of time or both would constitute a default
under) or violation of any of (i) the terms or provisions of any Contract,
except for any such conflict, breach, violation, default or event that would
not, individually or in the aggregate, have a Material Adverse Effect,
(ii) the certificate of incorporation or bylaws (or similar organizational
document) of the Company or (iii) (assuming compliance with all applicable
state securities or “Blue Sky” laws and assuming the accuracy of the
representations and warranties of the Initial Purchasers in Section 8
hereof) any statute, judgment, decree, order, rule or regulation applicable to
the Company or any of its properties


 


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or assets, except for any such conflict,
breach or violation that would not, individually or in the aggregate, have a Material
Adverse Effect.


 


(j)            The
audited consolidated financial statements of the Company included in the Final
Memorandum present fairly in all material respects the financial position,
results of operations and cash flows of the Company at the dates and for the
periods to which they relate and have been prepared in accordance with
generally accepted accounting principles applied on a consistent basis, except
as otherwise stated therein.  The
summary and selected financial and statistical data in the Final Memorandum
present fairly in all material respects the information shown therein and have
been prepared and compiled on a basis consistent with the audited financial
statements included therein, except as otherwise stated therein.  Crowe Chizek and Company LLC (the “Independent
Accountants”) is an independent public accounting firm within the meaning
of the Act and the rules and regulations promulgated thereunder.


 


(k)           The
pro forma financial statements (including the notes thereto) and the other pro
forma financial information included in the Final Memorandum (i) comply as
to form in all material respects with the applicable requirements of Regulation
S-X promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), (ii) have been prepared in accordance with the Commission’s
rules and guidelines with respect to pro forma financial statements and
(iii) have been properly computed on the bases described therein; the
assumptions used in the preparation of the pro forma financial data and other
pro forma financial information included in the Final Memorandum are reasonable
and the adjustments used therein are appropriate to give effect to the
transactions or circumstances referred to therein.


 


(l)            There
is not pending or, to the knowledge of the Company, threatened any action,
suit, proceeding, inquiry or investigation to which the Company is a party, or
to which the property or assets of the Company are subject, before or brought
by any court, arbitrator or governmental agency or body that, if determined
adversely to the Company, would, individually or in the aggregate, have a
Material Adverse Effect or that seeks to restrain, enjoin, prevent the
consummation of or otherwise challenge the issuance or sale of the Notes to be
sold hereunder or the consummation of the other transactions described in the
Final Memorandum.


 


(m)          The
Company possesses all licenses, permits, certificates, consents, orders,
approvals and other authorizations from, and has made all declarations and filings
with, all federal, state, local and other governmental authorities, all
self-regulatory organizations and all courts and other tribunals, presently
required or necessary to own or lease, as the case may be, and to operate its
properties and to carry on its business as now or proposed to be conducted as
set forth in the Final Memorandum (“Permits”), except where the failure
to obtain such Permits would not, individually or in the aggregate, have a
Material Adverse Effect; the Company has fulfilled and performed all of its
obligations with respect to such Permits and no event has occurred that allows,
or after notice or lapse of time would allow, revocation or termination thereof
or results in any other material impairment of the rights of the holder of


 


5

















 


any such Permit; and the Company has not
received any notice of any proceeding relating to revocation or modification of
any such Permit, except as described in the Final Memorandum and except where
such revocation or modification would not, individually or in the aggregate,
have a Material Adverse Effect.


 


(n)           Since
the date of the most recent financial statements appearing in the Final
Memorandum, except as described therein, (i) the Company has not incurred
any liabilities or obligations, direct or contingent, or entered into or agreed
to enter into any transactions or contracts (written or oral) not in the
ordinary course of business, which liabilities, obligations, transactions or
contracts would, individually or in the aggregate, be material to the general
affairs, management, business, condition (financial or otherwise), prospects or
results of operations of the Companies, taken as a whole, (ii)  the
Company has not purchased any of its outstanding capital stock, nor declared,
paid or otherwise made any dividend or distribution of any kind on its capital
stock and (iii) there shall not have been any material change in the
capital stock or long-term indebtedness of the Company.


 


(o)           The
Company has filed all necessary federal, state and foreign income and franchise
tax returns, except where the failure to so file such returns would not,
individually or in the aggregate, have a Material Adverse Effect, and has paid
all taxes shown as due thereon; and other than tax deficiencies that the
Company is contesting in good faith and for which the Company has provided
adequate reserves, there is no tax deficiency that has been asserted against
the Company that would have, individually or in the aggregate, a Material Adverse
Effect.


 


(p)           The
statistical and market-related data included in the Final Memorandum are based
on or derived from sources that the Company believes to be reliable and accurate.


 


(q)           None
of the Company or any agent acting on its behalf has taken or will take any
action that might cause this Agreement or the sale of the Notes to violate
Regulation T, U or X of the Board of Governors of the Federal Reserve System,
in each case as in effect, or as the same may hereafter be in effect, on the
Closing Date.


 


(r)            The
Company has good and marketable title to all real property and good title to
all personal property described in the Final Memorandum as being owned by it
and good and marketable title to a leasehold estate in the real and personal
property described in the Final Memorandum as being leased by it free and clear
of all liens, charges, encumbrances or restrictions, except as described in the
Final Memorandum or to the extent the failure to have such title or the
existence of such liens, charges, encumbrances or restrictions would not,
individually or in the aggregate, have a Material Adverse Effect.  All leases, contracts and agreements to
which the Company is a party or by which it is bound are valid and enforceable
against the Company, and are valid and enforceable against the other party or
parties thereto and are in full force and effect with only such exceptions as
would not, individually or in the aggregate, have a Material Adverse
Effect.  The Company owns or possesses


 


6

















 


adequate licenses or other rights to use all
patents, trademarks, service marks, trade names, copyrights and know-how
necessary to conduct the businesses now or proposed to be operated by them as
described in the Final Memorandum, and the Company has not received any notice
of infringement of or conflict with (or knows of any such infringement of or
conflict with) asserted rights of others with respect to any patents,
trademarks, service marks, trade names, copyrights or know-how that, if such
assertion of infringement or conflict were sustained, would have a Material Adverse
Effect.


 


(s)           There
are no legal or governmental proceedings involving or affecting the Company or
any of its properties or assets that would be required to be described in a
prospectus pursuant to the Act that are not described in the Final Memorandum,
nor are there any material contracts or other documents that would be required
to be described in a prospectus pursuant to the Act that are not described in
the Final Memorandum.


 


(t)            Except
as would not, individually or in the aggregate, have a Material Adverse Effect
(A) the Company is in compliance with and not subject to liability under applicable
Environmental Laws (as defined below), (B) the Company has made all
filings and provided all notices required under any applicable Environmental
Law, and has and is in compliance with all Permits required under any
applicable Environmental Laws and each of them is in full force and effect,
(C) there is no civil, criminal or administrative action, suit, demand,
claim, hearing, notice of violation, investigation, proceeding, notice or
demand letter or request for information pending or, to the knowledge of the
Company, threatened against the Company under any Environmental Law,
(D) no lien, charge, encumbrance or restriction has been recorded under
any Environmental Law with respect to any assets, facility or property owned,
operated, leased or controlled by the Company, (E)  the Company has not received
notice that it has been identified as a potentially responsible party under the
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as amended (“CERCLA”), or any comparable state law and (F) no
property or facility of the Company is (i) listed or proposed for listing
on the National Priorities List under CERCLA or is (ii) listed in the
Comprehensive Environmental Response, Compensation, Liability Information
System List promulgated pursuant to CERCLA, or on any comparable list
maintained by any state or local governmental authority.


 


For purposes of this Agreement, “Environmental
Laws” means the common law and all applicable federal, state and local laws
or regulations, codes, orders, decrees, judgments or injunctions issued,
promulgated, approved or entered thereunder, relating to pollution or
protection of public or employee health and safety or the environment,
including, without limitation, laws relating to (i) emissions, discharges,
releases or threatened releases of hazardous materials into the environment
(including, without limitation, ambient air, surface water, ground water, land
surface or subsurface strata), (ii) the manufacture, processing, distribution,
use, generation, treatment, storage, disposal, transport or handling of hazardous
materials, and (iii) underground and above ground storage tanks and
related piping, and emissions, discharges, releases or threatened releases
therefrom.


 


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(u)           There
is no strike, labor dispute, slowdown or work stoppage with the employees of
the Company that is pending or, to the knowledge of the Company, threatened.


 


(v)           The
Company carries insurance in such amounts and covering such risks as is
adequate for the conduct of its business and the value of its properties.


 


(w)          The
Company has no liability for any prohibited transaction or funding deficiency
or any complete or partial withdrawal liability with respect to any pension,
profit sharing or other plan that is subject to the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), to which the Company makes
or ever has made a contribution and in which any employee of the Company is or
has ever been a participant.  With
respect to such plans, the Company is in compliance in all material respects
with all applicable provisions of ERISA and the Internal Revenue Code of 1986,
as amended.


 


(x)            The
Company (i) makes and keeps accurate books and records and
(ii) maintains internal accounting controls that provide reasonable assurance
that (A) transactions are executed in accordance with management’s
authorization, (B) transactions are recorded as necessary to permit
preparation of its financial statements and to maintain accountability for its
assets, (C) access to its assets is permitted only in accordance with
management’s authorization and (D) the reported accountability for its
assets is compared with existing assets at reasonable intervals.


 


(y)           The
Company will not be an “investment company” or “promoter” or “principal
underwriter” for an “investment company,” as such terms are defined in the
Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.


 


(z)            The
Notes, the Indenture and the Registration Rights Agreement will conform in all
material respects to the descriptions thereof in the Final Memorandum.


 


(aa)         No
holder of securities of the Company will be entitled to have such securities
registered under the registration statements required to be filed by the
Company pursuant to the Registration Rights Agreement other than as expressly
permitted thereby.


 


(bb)         Immediately
after the consummation of the transactions contemplated by this Agreement, the
fair value and present fair saleable value of the assets of the Company will
exceed the sum of its stated liabilities and identified contingent liabilities;
the Company is not, nor will the Company be, after giving effect to the
execution, delivery and performance of this Agreement, and the consummation of
the transactions contemplated hereby, (a) left with unreasonably small
capital with which to carry on its business as it is proposed to be conducted,
(b) unable to pay its debts (contingent or otherwise) as they mature or
(c) otherwise insolvent.


 


(cc)         None
of the Company or any of its Affiliates (as defined in Rule 501(b) of
Regulation D under the Act) has directly, or through any agent, (i) sold,
offered for sale,


 


8

















 


solicited offers to buy or otherwise
negotiated in respect of, any “security” (as defined in the Act) that is or
could be integrated with the sale of the Notes in a manner that would require
the registration under the Act of the Notes or (ii) engaged in any form of
general solicitation or general advertising (as those terms are used in
Regulation D under the Act) in connection with the offering of the Notes or in
any manner involving a public offering within the meaning of Section 4(2)
of the Act.  Assuming the accuracy of
the representations and warranties of the Initial Purchasers in Section 8
hereof, it is not necessary in connection with the offer, sale and delivery of
the Notes to the Initial Purchasers in the manner contemplated by this
Agreement to register any of the Notes under the Act or to qualify the
Indenture under the TIA.


 


(dd)         No
securities of the Company are of the same class (within the meaning of
Rule 144A under the Act) as the Notes and listed on a national securities
exchange registered under Section 6 of the Exchange Act, or quoted in a
U.S. automated inter-dealer quotation system.


 


(ee)         The
Company has not taken, nor will it take, directly or indirectly, any action
designed to, or that might be reasonably expected to, cause or result in stabilization
or manipulation of the price of the Notes.


 


(ff)           None
of the Company, any of its Affiliates or any person acting on its or their
behalf (other than the Initial Purchasers) has engaged in any directed selling
efforts (as that term is defined in Regulation S under the Act (“Regulation S”))
with respect to the Notes; the Company and its Affiliates and any person acting
on its or their behalf (other than the Initial Purchasers) have complied with
the offering restrictions requirement of Regulation S.


 


Any certificate signed by any officer of the
Company and delivered to any Initial Purchaser or to counsel for the Initial
Purchasers shall be deemed a joint and several representation and warranty by
the Company to each Initial Purchaser as to the matters covered thereby.


 


Section 3.               Purchase, Sale and Delivery of
the Notes.  On the basis of the representations,
warranties, agreements and covenants herein contained and subject to the terms
and conditions herein set forth, the Company agrees to issue and sell to the
Initial Purchasers, and the Initial Purchasers, acting severally and not
jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1
hereto from the Company at 98.735% of their principal amount.  One or more certificates in definitive form
for the Notes that the Initial Purchasers have agreed to purchase hereunder,
and in such denomination or denominations and registered in such name or names
as the Initial Purchasers request upon notice to the Company at least 36 hours
prior to the Closing Date, shall be delivered by or on behalf of the Company to
the Initial Purchasers, against payment by or on behalf of the Initial
Purchasers of the purchase price therefor by wire transfer (same day funds), to
such account or accounts as the Company shall specify prior to the Closing
Date, or by such means as the parties hereto


 


9

















 


shall agree prior to the Closing Date.  Such delivery of and payment for the Notes
shall be made at the offices of Kirkland & Ellis LLP, Citigroup Center, 153
E. 53rd Street, New York, New York 10022 at 10:00 A.M., New York time, on May
14, 2004, or at such other place, time or date as the Initial Purchasers, on
the one hand, and the Company, on the other hand, may agree upon, such time and
date of delivery against payment being herein referred to as the “Closing
Date.”  The Company will make such
certificate or certificates for the Notes available for checking and packaging
by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in
New York, New York, or at such other place as Deutsche Bank Securities Inc. may
designate, at least 24 hours prior to the Closing Date.


 


Section 4.               Offering by the Initial
Purchasers.  The Initial Purchasers
propose to make an offering of the Notes at the price and upon the terms set
forth in the Final Memorandum as soon as practicable after this Agreement is
entered into and as in the judgment of the Initial Purchasers is advisable.


 


Section 5.               Covenants of the Company.  The Company covenants and agrees with each
of the Initial Purchasers as follows:


 


(a)           The
Company will not amend or supplement the Final Memorandum or any amendment or
supplement thereto of which the Initial Purchasers shall not previously have
been advised and furnished a copy for a reasonable period of time prior to the
proposed amendment or supplement and as to which the Initial Purchasers shall
not have given their consent.  The
Company will promptly, upon the reasonable request of the Initial Purchasers or
counsel for the Initial Purchasers, make any amendments or supplements to the
Preliminary Memorandum or the Final Memorandum that may be necessary or
advisable in connection with the resale of the Notes by the Initial Purchasers.


 


(b)           The
Company will cooperate with the Initial Purchasers in arranging for the
qualification of the Notes for offering and sale under the securities or “Blue
Sky” laws of which jurisdictions as the Initial Purchasers may designate and
will continue such qualifications in effect for as long as may be necessary to
complete the resale of the Notes; provided, however, that in connection
therewith, the Company shall not be required to qualify as a foreign
corporation or to execute a general consent to service of process in any
jurisdiction or subject itself to taxation in excess of a nominal dollar amount
in any such jurisdiction where it is not then so subject.


 


(c)           If,
at any time prior to the completion of the distribution by the Initial
Purchasers of the Notes or the Private Exchange Notes, any event occurs or
information becomes known as a result of which the Final Memorandum as then
amended or supplemented would include any untrue statement of a material fact,
or omit to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading, or
if for any other reason it is necessary at any time to amend or supplement the
Final Memorandum to comply with applicable law, the Company will promptly
notify the Initial Purchasers thereof and will prepare, at the expense of the
Company, an


 


10

















 


amendment or supplement to the Final
Memorandum that corrects such statement or omission or effects such compliance.


 


(d)           The
Company will, without charge, provide to the Initial Purchasers and to counsel
for the Initial Purchasers as many copies of the Preliminary Memorandum and the
Final Memorandum or any amendment or supplement thereto as the Initial
Purchasers may reasonably request.


 


(e)           The
Company will apply the net proceeds from the sale of the Notes as set forth
under “Use of Proceeds” in the Final Memorandum.


 


(f)            For
so long as any of the Notes remain outstanding, the Company will furnish to the
Initial Purchasers copies of all reports and other communications (financial or
otherwise) furnished by the Company to the Trustee or to the holders of the
Notes and, as soon as available, copies of any reports or financial statements
furnished to or filed by the Company with the Commission or any national
securities exchange on which any class of securities of the Company may be
listed.


 


(g)           Prior
to the Closing Date, the Company will furnish to the Initial Purchasers, as
soon as they have been prepared, a copy of any unaudited interim financial statements
of the Company for any period subsequent to the period covered by the most
recent financial statements appearing in the Final Memorandum.


 


(h)           None
of the Company or any of its Affiliates will sell, offer for sale or solicit
offers to buy or otherwise negotiate in respect of any “security” (as defined
in the Act) that could be integrated with the sale of the Notes in a manner
which would require the registration under the Act of the Notes.


 


(i)            The
Company will not engage in any form of general solicitation or general
advertising (as those terms are used in Regulation D under the Act) in
connection with the offering of the Notes or in any manner involving a public
offering within the meaning of Section 4(2) of the Act.


 


(j)            For
so long as any of the Notes remain outstanding, the Company will make available
at its expense, upon request, to any holder of such Notes and any prospective
purchasers thereof the information specified in Rule 144A(d)(4) under the
Act, unless the Company is then subject to Section 13 or 15(d) of the
Exchange Act.


 


(k)           The
Company will use its best efforts to (i) permit the Notes to be designated
as PORTAL-eligible securities in accordance with the rules and regulations
adopted by the NASD relating to trading in the NASD’s Portal Market (the “Portal
Market”) and (ii) permit the Notes to be eligible for clearance and
settlement through The Depository Trust Company.


 


11

















 


(l)            In
connection with Notes offered and sold in an off shore transaction (as defined
in Regulation S) the Company will not register any transfer of such Notes not
made in accordance with the provisions of Regulation S and will not, except in
accordance with the provisions of Regulation S, if applicable, issue any such
Notes in the form of definitive securities.


 


(m)          None
of the Company or any of its Affiliates will engage in any directed selling
efforts (as that term is defined in Regulation S) with respect to the Notes.


 


(n)           For
a period of two years (calculated in accordance with paragraphs (d) of
Rule 144 under the Act) following the date any Notes are acquired from the
Company or any of its Affiliates, none of the Company or any of its Affiliates
will sell any such Notes.


 


Section 6.               Expenses.  The Company agrees to pay all costs and
expenses incident to the performance of its obligations under this Agreement,
whether or not the transactions contemplated herein are consummated or this
Agreement is terminated pursuant to Section 11 hereof, including all costs
and expenses incident to (i) the printing, word processing or other
production of documents with respect to the transactions contemplated hereby,
including any costs of printing the Preliminary Memorandum and the Final
Memorandum and any amendment or supplement thereto, and any “Blue Sky”
memoranda, (ii) all arrangements relating to the delivery to the Initial
Purchasers of copies of the foregoing documents, (iii) the fees and
disbursements of the counsel, the accountants and any other experts or advisors
retained by the Company, (iv) preparation (including printing), issuance
and delivery to the Initial Purchasers of the Notes, (v) the qualification
of the Notes under state securities and “Blue Sky” laws, including filing fees
and fees and disbursements of counsel for the Initial Purchasers relating
thereto, (vi) expenses in connection with the “roadshow” and any other
meetings with prospective investors in the Notes, (vii) fees and expenses
of the Trustee including fees and expenses of counsel, (viii) all expenses
and listing fees incurred in connection with the application for quotation of
the Notes on the PORTAL Market and (ix) any fees charged by investment
rating agencies for the rating of the Notes. 
If the sale of the Notes provided for herein is not consummated because
any condition to the obligations of the Initial Purchasers set forth in
Section 7 hereof is not satisfied, because this Agreement is terminated or
because of any failure, refusal or inability on the part of the Company to
perform all obligations and satisfy all conditions on their part to be
performed or satisfied hereunder (other than solely by reason of a default by
the Initial Purchasers of their obligations hereunder after all conditions
hereunder have been satisfied in accordance herewith), the Company agrees to
promptly reimburse the Initial Purchasers upon demand for all out-of-pocket
expenses (including fees, disbursements and charges of Cahill Gordon &
Reindel LLP, counsel for the Initial Purchasers) that shall have
been incurred by the Initial Purchasers in connection with the proposed purchase
and sale of the Notes.


 


Section 7.               Conditions of the Initial
Purchasers’ Obligations.  The obligation
of the Initial Purchasers to purchase and pay for the Notes shall, in their
sole discretion,


 


12

















 


be subject to the satisfaction or waiver of
the following conditions on or prior to the Closing Date:


 


(a)           On
the Closing Date, the Initial Purchasers shall have received the opinion, dated
as of the Closing Date and addressed to the Initial Purchasers, of Kirkland
& Ellis LLP, counsel for the Company, substantially in the form of Exhibit
B hereto.  In rendering such
opinion, Kirkland & Ellis LLP shall have received and may rely upon such
certificates and other documents and information as it may reasonably request
to pass upon such matters; and


 


(b)           On
the Closing Date, the Initial Purchasers shall have received the opinion, dated
as of the Closing Date and addressed to the Initial Purchasers, of Johnson,
Pope, Bokor, Ruppel & Burns LLP, Florida counsel for the Company, substantially
in the form of Exhibit C hereto. 
In rendering such opinion, Johnson, Pope, Bokor, Ruppel & Burns LLP
shall have received and may rely upon such certificates and other documents and
information as it may reasonably request to pass upon such matters.


 


(c)           On
the Closing Date, the Initial Purchasers shall have received the opinion, in
form and substance satisfactory to the Initial Purchasers, dated as of the Closing
Date and addressed to the Initial Purchasers, of Cahill Gordon & Reindel LLP,
counsel for the Initial Purchasers, with respect to certain legal matters
relating to this Agreement and such other related matters as the Initial
Purchasers may reasonably require.  In
rendering such opinion, Cahill Gordon & Reindel LLP shall have received and may rely
upon such certificates and other documents and information as it may reasonably
request to pass upon such matters.


 


(d)           The
Initial Purchasers shall have received from the Independent Accountants a
comfort letter or letters dated the date hereof and the Closing Date, in form
and substance satisfactory to counsel for the Initial Purchasers.


 


(e)           The
representations and warranties of the Company contained in this Agreement shall
be true and correct on and as of the date hereof and on and as of the Closing
Date as if made on and as of the Closing Date; the statements of the Company’s
officers made pursuant to any certificate delivered in accordance with the
provisions hereof shall be true and correct on and as of the date made and on
and as of the Closing Date; the Company shall have performed all covenants and
agreements and satisfied all conditions on their part to be performed or
satisfied hereunder at or prior to the Closing Date; and, except as described
in the Final Memorandum (exclusive of any amendment or supplement thereto after
the date hereof), subsequent to the date of the most recent financial
statements in such Final Memorandum, there shall have been no event or
development, and no information shall have become known, that, individually or
in the aggregate, has or would be reasonably likely to have a Material Adverse
Effect.


 


(f)            The
sale of the Notes hereunder shall not be enjoined (temporarily or permanently)
on the Closing Date.


 


13

















 


(g)           Subsequent
to the date of the most recent financial statements in the Final Memorandum
(exclusive of any amendment or supplement thereto after the date hereof), the
Company shall not have sustained any loss or interference with respect to its
business or properties from fire, flood, hurricane, accident or other calamity,
whether or not covered by insurance, or from any strike, labor dispute, slow
down or work stoppage or from any legal or governmental proceeding, order or
decree, which loss or interference, individually or in the aggregate, has or
would be reasonably likely to have a Material Adverse Effect.


 


(h)           The
Initial Purchasers shall have received a certificate of the Company, dated the
Closing Date, signed on behalf of the Company by its Chairman of the Board,
Chief Executive Officer or the Chief Operating Officer and the Chief Financial
Officer, to the effect that


 


(i)            the
representations and warranties of the Company contained in this Agreement are
true and correct on and as of the date hereof and on and as of the Closing
Date, and the Company has performed all covenants and agreements and satisfied
all conditions on its part to be performed or satisfied hereunder at or prior
to the Closing Date;


 


(ii)           at
the Closing Date, since the date hereof or since the date of the most recent
financial statements in the Final Memorandum (exclusive of any amendment or
supplement thereto after the date hereof), no event or development has occurred,
and no information has become known, that, individually or in the aggregate,
has or would be reasonably likely to have a Material Adverse Effect; and


 


(iii)                               the sale of the Notes
hereunder has not been enjoined (temporarily or permanently).


 


(i)            On
or prior to the Closing Date, the Company shall have entered into a new senior
secured revolving credit facility in form and substance reasonably satisfactory
to the Initial Purchasers.


 


(j)            On
or prior to the Closing Date, the Company shall have entered into an amended
and restated floor plan credit facility providing for up to $85.0 million in
floor plan financing for purchases of vehicle inventory in form and substance
reasonably satisfactory to the Initial Purchasers.


 


(k)           On
the Closing Date, the Initial Purchasers shall have received the Registration
Rights Agreement executed by the Company and such agreement shall be in full
force and effect at all times from and after the Closing Date.


 


(l)            The
Acquisition Agreement shall have been entered into by all parties thereto and
shall be in full force and effect.


 


14

















 


On or before the Closing Date, the Initial
Purchasers and counsel for the Initial Purchasers shall have received such
further documents, opinions, certificates, letters and schedules or instruments
relating to the business, corporate, legal and financial affairs of the Company
as they shall have heretofore reasonably requested from the Company.


 


All such documents, opinions, certificates,
letters, schedules or instruments delivered pursuant to this Agreement will
comply with the provisions hereof only if they are reasonably satisfactory in
all material respects to the Initial Purchasers and counsel for the Initial
Purchasers.  The Company shall furnish
to the Initial Purchasers such conformed copies of such documents, opinions,
certificates, letters, schedules and instruments in such quantities as the
Initial Purchasers shall reasonably request.


 


Section 8.               Offering of Notes; Restrictions
on Transfer.  (a)  Each of the Initial Purchasers agrees with
the Company (as to itself only) that (i) it has not and will not solicit
offers for, or offer or sell, the Notes by any form of general solicitation or
general advertising (as those terms are used in Regulation D under the Act) or
in any manner involving a public offering within the meaning of
Section 4(2) of the Act; and (ii) it has and will solicit offers for
the Notes only from, and will offer the Notes only to (A) in the case of
offers inside the United States, persons whom the Initial Purchasers reasonably
believe to be QIBs or, if any such person is buying for one or more
institutional accounts for which such person is acting as fiduciary or agent,
only when such person has represented to the Initial Purchasers that each such
account is a QIB, to whom notice has been given that such sale or delivery is
being made in reliance on Rule 144A, and, in each case, in transactions
under Rule 144A and (B) in the case of offers outside the United
States, to persons other than U.S. persons (“non-U.S. purchasers,” which term
shall include dealers or other professional fiduciaries in the United States acting
on a discretionary basis for non-U.S. beneficial owners (other than an estate
or trust)); provided,
however,
that, in the case of this clause (B), in purchasing such Notes such persons are
deemed to have represented and agreed as provided under the caption “Transfer
Restrictions” contained in the Final Memorandum (or, if the Final Memorandum is
not in existence, in the most recent Memorandum).


 


(b)           Each of the Initial Purchasers
represents and warrants (as to itself only) with respect to offers and sales
outside the United States that (i) it has and will comply with all
applicable laws and regulations in each jurisdiction in which it acquires,
offers, sells or delivers Notes or has in its possession or distributes any
Memorandum or any such other material, in all cases at its own expense;
(ii) the Notes have not been and will not be offered or sold within the
United States or to, or for the account or benefit of, U.S. persons except in
accordance with Regulation S under the Act or pursuant to an exemption from the
registration requirements of the Act; (iii) it has offered the Notes and
will offer and sell the Notes (A) as part of its distribution at any time
and (B) otherwise until 40 days after the later of the commencement of the
offering and the Closing Date, only in accordance with Rule 903 of
Regulation S and, accordingly, neither it nor any persons acting on its behalf
have engaged or will engage in any directed selling efforts (within the meaning
of Regulation S) with respect to the


 


15

















 


Notes, and any such persons have complied and
will comply with the offering restrictions requirement of Regulation S, and
(iv) at or prior to the confirmation of sales of the Notes, it will have sent
to each distributor, dealer or person receiving a selling concession, fee or
other remuneration that purchases Notes from it during the restricted period a
confirmation or notice to substantially the following effect:


 


“The Notes
covered hereby have not been registered under the United States Securities Act
of 1933 (the “Securities Act”) and may not be offered and sold within the
United States or to, or for the account or benefit of, U.S. persons (i) as part
of the distribution of the Notes at any time or (ii) otherwise until 40 days
after the later of the commencement of the offering and the closing date of the
offering, except in either case in accordance with Regulation S (or Rule 144A
if available) under the Securities Act. 
Terms used above have the meaning given to them in Regulation S.”


 


Terms used in this Section 8 and not
defined in this Agreement have the meanings given to them in Regulation S.


 


Section 9.               Indemnification and
Contribution.  (a)  The Company agrees to indemnify and hold
harmless each Initial Purchaser and each person, if any, who controls any
Initial Purchaser within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act against any losses, claims, damages or
liabilities to which any Initial Purchaser or such controlling person may
become subject under the Act, the Exchange Act or otherwise, insofar as any
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon the following:


 


(i)            any untrue
statement or alleged untrue statement of any material fact contained in any Memorandum
or any amendment or supplement thereto; or


 


(ii)           the omission or
alleged omission to state, in any Memorandum or any amendment or supplement
thereto, a material fact required to be stated therein or necessary to make the
statements therein not misleading;


 


and will reimburse, as incurred, the Initial
Purchasers and each such controlling person for any legal or other expenses
incurred by the Initial Purchasers or such controlling person in connection
with investigating, defending against or appearing as a third-party witness in
connection with any such loss, claim, damage, liability or action; provided,
however,
the Company will not be liable in any such case to the extent that any such
loss, claim, damage, or liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in
any Memorandum or any amendment or supplement thereto in reliance upon and in
conformity with written information concerning the Initial Purchasers furnished
to the Company by the Initial Purchasers through Deutsche Bank Securities Inc.
specifically for use therein.  The
indemnity provided for in this Section 9 will be in addition to any
liability that the Company may otherwise have to the indemnified parties.  The Company shall not be liable under


 


16

















 


this Section 9 for any settlement of any
claim or action effected without its prior written consent, which shall not be
unreasonably withheld.


 


(b)           Each Initial Purchaser, severally and
not jointly, agrees to indemnify and hold harmless the Company, its directors,
its officers and each person, if any, who controls the Company within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act
against any losses, claims, damages or liabilities to which the Company or any
such director, officer or controlling person may become subject under the Act,
the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon (i) any
untrue statement or alleged untrue statement of any material fact contained in
any Memorandum or any amendment or supplement thereto, or (ii) the omission
or the alleged omission to state therein a material fact required to be stated
in any Memorandum or any amendment or supplement thereto, or necessary to make
the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and in conformity with written
information concerning such Initial Purchaser, furnished to the Company by the
Initial Purchasers through Deutsche Bank Securities Inc. specifically for use
therein; and subject to the limitation set forth immediately preceding this
clause, will reimburse, as incurred, any legal or other expenses incurred by
the Company or any such director, officer or controlling person in connection
with investigating or defending against or appearing as a third party witness
in connection with any such loss, claim, damage, liability or action in respect
thereof.  The indemnity provided for in
this Section 9 will be in addition to any liability that the Initial
Purchasers may otherwise have to the indemnified parties.  The Initial Purchasers shall not be liable
under this Section 9 for any settlement of any claim or action effected
without their consent, which shall not be unreasonably withheld.


 


(c)           Promptly after receipt by an
indemnified party under this Section 9 of notice of the commencement of
any action for which such indemnified party is entitled to indemnification
under this Section 9, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section 9,
notify the indemnifying party of the commencement thereof in writing; but the
omission to so notify the indemnifying party (i) will not relieve it from
any liability under paragraph (a) or (b) above unless and to the extent
such failure results in the forfeiture by the indemnifying party of substantial
rights and defenses and (ii) will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party other than the
indemnification obligation provided in paragraphs (a) and (b) above.  In case any such action is brought against
any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified party; provided, however,
that if (i) the use of counsel chosen by the indemnifying party to
represent the indemnified party would present such counsel with a conflict of
interest, (ii) the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have been advised by counsel that there may be one or more legal defenses
available to it and/or other indemnified parties that


 


17

















 


are different from or additional to those
available to the indemnifying party, or (iii) the indemnifying party shall
not have employed counsel reasonably satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after receipt by the
indemnifying party of notice of the institution of such action, then, in each
such case, the indemnifying party shall not have the right to direct the
defense of such action on behalf of such indemnified party or parties and such
indemnified party or parties shall have the right to select separate counsel to
defend such action on behalf of such indemnified party or parties.  After notice from the indemnifying party to
such indemnified party of its election so to assume the defense thereof and
approval by such indemnified party of counsel appointed to defend such action,
the indemnifying party will not be liable to such indemnified party under this
Section 9 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such indemnified party in connection
with the defense thereof, unless (i) the indemnified party shall have
employed separate counsel in accordance with the proviso to the immediately
preceding sentence (it being understood, however, that in connection with such
action the indemnifying party shall not be liable for the expenses of more than
one separate counsel (in addition to local counsel) in any one action or
separate but substantially similar actions in the same jurisdiction arising out
of the same general allegations or circumstances, designated by the Initial
Purchasers in the case of paragraph (a) of this Section 9 or the Company
in the case of paragraph (b) of this Section 9, representing the
indemnified parties under such paragraph (a) or paragraph (b), as the
case may be, who are parties to such action or actions) or (ii) the
indemnifying party has authorized in writing the employment of counsel for the
indemnified party at the expense of the indemnifying party.  All fees and expenses reimbursed pursuant to
this paragraph (c) shall be reimbursed as they are incurred.  After such notice from the indemnifying
party to such indemnified party, the indemnifying party will not be liable for
the costs and expenses of any settlement of such action effected by such
indemnified party without the prior written consent of the indemnifying party
(which consent shall not be unreasonably withheld), unless such indemnified
party waived in writing its rights under this Section 9, in which case the
indemnified party may effect such a settlement without such consent.  No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement or
compromise of any pending or threatened proceeding in respect of which any indemnified
party is or could have been a party, or indemnity could have been sought
hereunder by any indemnified party, unless such settlement (A) includes an
unconditional written release of the indemnified party, in form and substance
reasonably satisfactory to the indemnified party, from all liability on claims
that are the subject matter of such proceeding and (B) does not include
any statement as to an admission of fault, culpability or failure to act by or
on behalf of any indemnified party.


 


(d)           In circumstances in which the
indemnity agreement provided for in the preceding paragraphs of this
Section 9 is unavailable to, or insufficient to hold harmless, an
indemnified party in respect of any losses, claims, damages or liabilities (or
actions in respect thereof), each indemnifying party, in order to provide for
just and equitable contribution, shall contribute to the amount paid or payable
by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is


 


18

















 


appropriate to reflect (i) the relative
benefits received by the indemnifying party or parties on the one hand and the
indemnified party on the other from the offering of the Notes or (ii) if
the allocation provided by the foregoing clause (i) is not permitted by
applicable law, not only such relative benefits but also the relative fault of
the indemnifying party or parties on the one hand and the indemnified party on
the other in connection with the statements or omissions or alleged statements
or omissions that resulted in such losses, claims, damages or liabilities (or
actions in respect thereof).  The
relative benefits received by the Company on the one hand and any Initial
Purchaser on the other shall be deemed to be in the same proportion as the
total proceeds from the offering (before deducting expenses) received by the
Company bear to the total discounts and commissions received by such Initial Purchaser.  The relative fault of the parties shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Company on the one
hand, or such Initial Purchaser on the other, the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission or alleged statement or omission, and any other equitable
considerations appropriate in the circumstances.  The Company and the Initial Purchasers agree that it would not be
equitable if the amount of such contribution were determined by pro rata or per
capita allocation or by any other method of allocation that does not take into
account the equitable considerations referred to in the first sentence of this
paragraph (d).  Notwithstanding any
other provision of this paragraph (d), no Initial Purchaser shall be
obligated to make contributions hereunder that in the aggregate exceed the
total discounts, commissions and other compensation received by such Initial
Purchaser under this Agreement, less the aggregate amount of any damages that
such Initial Purchaser has otherwise been required to pay by reason of the
untrue or alleged untrue statements or the omissions or alleged omissions to
state a material fact, and no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation.  For purposes of this paragraphs (d),
each person, if any, who controls an Initial Purchaser within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act shall have
the same rights to contribution as the Initial Purchasers, and each director of
the Company, each officer of the Company and each person, if any, who controls
the Company within the meaning of Section 15 of the Act or Section 20
of the Exchange Act, shall have the same rights to contribution as the Company.


 


Section 10.             Survival Clause.  The respective representations, warranties,
agreements, covenants, indemnities and other statements of the Company, its
officers and the Initial Purchasers set forth in this Agreement or made by or
on behalf of them pursuant to this Agreement shall remain in full force and
effect, regardless of (i) any investigation made by or on behalf of the
Company, any of its officers or directors, the Initial Purchasers or any
controlling person referred to in Section 9 hereof and (ii) delivery
of and payment for the Notes.  The
respective agreements, covenants, indemnities and other statements set forth in
Sections 6, 9, 10 and 15 hereof shall remain in full force and effect,
regardless of any termination or cancellation of this Agreement.


 


19

















 


Section 11.             Termination.  (a) 
This Agreement may be terminated in the sole discretion of the Initial
Purchasers by notice to the Company given prior to the Closing Date in the
event that the Company shall have failed, refused or been unable to perform all
obligations and satisfy all conditions on its part to be performed or satisfied
hereunder at or prior thereto or, if at or prior to the Closing Date,


 


(i)            the Company shall
have sustained any loss or interference with respect to its businesses or
properties from fire, flood, hurricane, accident or other calamity, whether or
not covered by insurance, or from any strike, labor dispute, slow down or work
stoppage or any legal or governmental proceeding, which loss or interference,
in the sole judgment of the Initial Purchasers, has had or has a Material
Adverse Effect, or there shall have been, in the sole judgment of the Initial
Purchasers, any event or development that, individually or in the aggregate,
has or could be reasonably likely to have a Material Adverse Effect (including
without limitation a change in control of the Company), except in each case as
described in the Final Memorandum (exclusive of any amendment or supplement
thereto);


 


(ii)           trading in securities
of the Company or in securities generally on the New York Stock Exchange,
American Stock Exchange or the NASDAQ National Market shall have been suspended
or materially limited or minimum or maximum prices shall have been established
on any such exchange or market;


 


(iii)          a banking
moratorium shall have been declared by New York or United States authorities or
a material disruption in commercial banking or securities settlement or
clearance services in the United States;


 


(iv)          there shall have
been (A) an outbreak or escalation of hostilities between the United
States and any foreign power, or (B) an outbreak or escalation of any
other insurrection or armed conflict involving the United States or any other
national or international calamity or emergency, or (C) any material
change in the financial markets of the United States which, in the case of (A),
(B) or (C) above and in the sole judgment of the Initial Purchasers, makes it
impracticable or inadvisable to proceed with the offering or the delivery of
the Notes as contemplated by the Final Memorandum; or


 


(v)           any securities of
the Company shall have been downgraded by any nationally recognized statistical
rating organization or any such organization shall have publicly announced that
it has under surveillance or review, or has changed its outlook with respect
to, its ratings of any securities of the Company (other than an announcement
with positive implications of a possible upgrading).


 


(b)           Termination of this Agreement
pursuant to this Section 11 shall be without liability of any party to any
other party except as provided in Section 10 hereof.


 


20

















 


Section 12.             Information Supplied by the
Initial Purchasers.  The statements
set forth in the last paragraph on the front cover page and in the second and
third sentences of the third paragraph under the heading “Private Placement” in
the Final Memorandum (to the extent such statements relate to the Initial
Purchasers) constitute the only information furnished by the Initial Purchasers
to the Company for the purposes of Sections 2(a) and 9 hereof.


 


Section 13.             Notices.  All communications hereunder shall be in
writing and, if sent to the Initial Purchasers, shall be mailed or delivered to
(i) Deutsche Bank Securities Inc., 60 Wall Street, New York, New York
10005, Attention:  Corporate Finance
Department with a copy to Cahill Gordon & Reindel, 80 Pine Street, New
York, New York 10005, Attention: 
William M. Hartnett, Esq.; if sent to the Company, shall be mailed or
delivered to the Company at 6130 Lazy Days Boulevard, Seffner, FL 33584-2968,
Attention: John Horton; with a copy to Kirkland & Ellis LLP, Citigroup
Center, 153 East 53rd Street, New York, NY 10022, Attention: Joshua
N. Korff, Esq.   
                    .


 


All such notices and communications shall be
deemed to have been duly given:  when
delivered by hand, if personally delivered; five business days after being
deposited in the mail, postage prepaid, if mailed; and one business day after
being timely delivered to a next-day air courier.


 


Section 14.             Successors.  This Agreement shall inure to the benefit of
and be binding upon the Initial Purchasers, the Company and their respective
successors and legal representatives, and nothing expressed or mentioned in
this Agreement is intended or shall be construed to give any other person any
legal or equitable right, remedy or claim under or in respect of this
Agreement, or any provisions herein contained; this Agreement and all conditions
and provisions hereof being intended to be and being for the sole and exclusive
benefit of such persons and for the benefit of no other person except that
(i) the indemnities of the Company contained in Section 9 of this
Agreement shall also be for the benefit of any person or persons who control
the Initial Purchasers within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act and (ii) the indemnities of the
Initial Purchasers contained in Section 9 of this Agreement shall also be
for the benefit of the directors of the Company, its officers and any person or
persons who control the Company within the meaning of Section 15 of the
Act or Section 20 of the Exchange Act. 
No purchaser of Notes from the Initial Purchasers will be deemed a
successor because of such purchase.


 


Section 15.             Information Relating to
Prevailing Market Price.  The
Initial Purchasers shall provide such data as the Company may reasonably
request in order to determine the Prevailing Market Price (as such term is
defined in the Final Memorandum).


 


Section 16.             APPLICABLE LAW.  THE VALIDITY AND INTERPRETATION OF THIS
AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO


 


21

















 


CONTRACTS MADE AND TO BE PERFORMED WHOLLY
THEREIN, WITHOUT GIVING EFFECT TO ANY PROVISIONS THEREOF RELATING TO CONFLICTS
OF LAW.


 


Section 17.             Counterparts.  This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


22

















 


If the foregoing correctly sets forth our
understanding, please indicate your acceptance thereof in the space provided
below for that purpose, whereupon this letter shall constitute a binding
agreement between the Company and the Initial Purchasers.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LAZY DAYS’ R.V. CENTER, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


On behalf of the several Initial Purchasers

listed on Schedule I attached hereto.


 


	
  DEUTSCHE BANK SECURITIES INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


23

















 


SCHEDULE 1


 


 


	
  Initial
  Purchaser

  	
   

  	
  Principal
  Amount of Notes

  	
   

  
	
  Deutsche Bank Securities Inc.

  	
   

  	
  $

  	
       

  	
   

  
	
  Jefferies & Company, Inc.

  	
   

  	
  $

  	
       

  	
   

  
	
  Wells Fargo Securities, LLC.

  	
   

  	
  $

  	
       

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  152,000,000

  	
   

  



 

















 


Exhibit A


 


Form of Registration Rights Agreement


 

















 


Exhibit B


 


Form of Opinion of Kirkland & Ellis LLP


 


2

















 


Exhibit C


 


Form of Opinion of Johnson, Pope, Bokor,
Ruppel & Burns LLP


 


3